The High Court’s Commercial Division has dealt a major setback to Dei Industries International Ltd, Dei Biopharma Ltd and businessman Dr. Matthias Magoola after dismissing their latest attempt to derail an independent audit in their long-running legal battle against Equity Bank Uganda and Equity Bank Kenya.
In a ruling delivered on July 29, 2026, Justice Susan Abinyo rejected the applicants’ claims that the Institute of Certified Public Accountants of Uganda (ICPAU) had compromised its independence in appointing an audit firm to examine the disputed loan accounts, finding that the allegations were unsupported by evidence and that the application itself had become moot.
The decision marks another significant development in one of Uganda’s closely watched commercial disputes involving contested loan facilities, allegations of wrongful debits, loan restructuring and claims over the actual amount allegedly owed to the bank.
Fresh application dismissed
The application had been filed by Dei Industries International Ltd, Dei Biopharma Ltd—formerly Dei Natural Products International—and Dr. Matthias Magoola.
The applicants sought several orders, including revocation of ICPAU’s mandate to nominate an independent auditor, a declaration that the institute’s integrity and independence had been compromised, leave to amend their main lawsuit and costs of the application.
However, after examining the evidence and submissions from both sides, Justice Abinyo concluded that the application lacked merit.
“The application is dismissed with costs in the cause,” the judge ruled before fixing the substantive suit for scheduling on November 13, 2026.
Origin of the dispute
The ruling traces the dispute back to August 2024 when the Dei companies sued Equity Bank Uganda and Equity Bank Kenya seeking a comprehensive reconciliation of several loan and current accounts.
The companies accused the banks of unlawfully debiting their accounts and asked court to establish the actual amount owed after examining loan restructurings, consolidations and variations in lending terms.
They also sought a permanent injunction restraining the banks from enforcing recovery measures until the dispute is fully determined.
As part of efforts to determine the exact financial position, both parties initially agreed in December 2024 to appoint KPMG to conduct an independent audit.
That audit, however, later became the subject of another legal challenge after the applicants successfully convinced court to set aside KPMG’s appointment.
Justice Abinyo had earlier directed ICPAU to independently nominate another audit firm.
ICPAU subsequently appointed Clayton & Company of Jinja to conduct what the court described as a comprehensive audit of the disputed loan relationship between the parties. The audit firm later completed its assignment and submitted its report to court in June 2025.
Dei challenged ICPAU’s independence
Despite having successfully secured ICPAU’s appointment through an earlier court order, the applicants returned to court arguing that the institute had failed to remain impartial.
Represented by senior lawyer Fred Muwema and Matthew Kiwunda, the applicants alleged that ICPAU’s integrity, objectivity and independence had been compromised during the appointment of Clayton & Company.
They further argued that the respondents and ICPAU had acted in concert to influence the audit process.
The applicants also sought permission to amend their main lawsuit, contending that new developments—including what they termed predatory lending practices and issues surrounding the audit—required changes to their pleadings.
Equity Bank fought back
Equity Bank, represented by senior advocate Sim Katende, opposed the application, arguing that the dispute fundamentally revolved around disputed loan balances and reconciliation of accounts.
According to the bank, determining whether the borrowers had been overcharged or whether they still owed money necessarily required an independent financial audit.
The bank also argued that removing the audit requirement from the pleadings would fundamentally alter the nature of the original case and prejudice the respondents.
On the allegations against ICPAU, the bank maintained that the institute merely performed an administrative duty assigned by court and had no obligation to consult either party before nominating an auditor.
The respondents further contended that the application had already been overtaken by events because the audit process had commenced and was ultimately completed.
Court rejects attack on bank lawyer’s affidavit
One of the applicants’ preliminary objections targeted the affidavit filed by Equity Bank’s Head of Legal, Elizabeth Wamala Nayiga.
The applicants argued that because she neither belonged to ICPAU nor participated in the audit exercise, she lacked personal knowledge to swear to several facts.
Justice Abinyo disagreed.
The judge held that under Uganda’s Civil Procedure Rules, affidavits in interlocutory applications may contain facts based on personal knowledge, observation or stated belief.
She found that Nayiga had acquired knowledge through documents she reviewed in her capacity as the bank’s Head of Legal and therefore her affidavit was competent.
The court consequently dismissed the objection.
Judge says application had become moot
Perhaps the biggest blow to the applicants came when the court ruled that the application had effectively been overtaken by events.
Justice Abinyo observed that although the application had been filed before Clayton & Company submitted its final report, the audit process had already begun after the court-appointed firm requested documents and issued terms of reference.
The court found that ICPAU had already executed the assignment entrusted to it by nominating an independent audit firm.
Attempting to revoke that process after it had substantially progressed, the judge ruled, amounted to an abuse of court process.
“The application is moot,” the court held, adding that it sought to reverse a process that had already been established and substantially implemented.
No proof ICPAU was compromised
Justice Abinyo also rejected the central accusation that ICPAU had compromised its independence while appointing the auditor.
The judge emphasized that under Uganda’s Evidence Act, the burden rested squarely on the applicants to prove allegations of bias, collusion or lack of independence.
According to the ruling, no credible evidence was presented to demonstrate that ICPAU acted improperly or that Equity Bank influenced the appointment of Clayton & Company.
The court specifically described submissions alleging that ICPAU and the respondents acted together to favour the bank as unsupported.
“It was not enough for the Applicants to simply state… that the integrity, objectivity and independence of ICPAU had been compromised without proof,” the judge held.
As a result, the court found no basis for revoking ICPAU’s appointment.
Bid to amend lawsuit also rejected
The applicants also suffered another setback after the court declined to allow amendments to the main lawsuit.
Justice Abinyo held that the proposed amendments would prejudice the respondents and unnecessarily delay disposal of the case.
The judge observed that payments allegedly made after filing the suit could simply be introduced as evidence during trial rather than rewriting the pleadings.
She further warned that permitting parties to repeatedly amend pleadings whenever developments occur would create a bad precedent capable of delaying litigation indefinitely.
The court also found that the real issue in controversy remained whether money was owed to the banks and, if so, how much—issues that could still be determined during trial without altering the original pleadings.
What happens next?
With the latest application dismissed, the focus now shifts back to the substantive commercial suit in which the Dei companies continue challenging Equity Bank’s handling of the disputed loan facilities.
Justice Abinyo scheduled the matter for 13 November 2026 for case scheduling, paving the way for eventual hearing of the main dispute over the parties’ financial relationship and the actual amount, if any, owed under the contested lending arrangements.
